Results of Placing and Open Offer
Malibu Life Holdings Limited has successfully completed its Placing and Open Offer, raising gross proceeds of $125 million at $14.50 per New Ordinary Share. The Open Offer saw significant participation from existing shareholders, leading to a clawback of 449,469 conditionally placed shares. Following the transaction, Third Point and its affiliates will hold 10,987,098 Ordinary Shares, representing 42.76% of the enlarged share capital. Admission of the 8,621,748 New Ordinary Shares to the London Stock Exchange's Main Market is expected on August 21, 2026, at which point the total issued share capital will be 42,821,350 voting rights.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO US PERSONS WHEREVER LOCATED, OR TO AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Malibu Life Holdings Limited
(the
"
Company
" and, together with its subsidiaries, the
"
Group
")
Results of Placing and Open Offer
On 31 July 2026, the Company announced a Placing and Open Offer to raise gross proceeds of up to $125 million at a price of $14.50 per New Ordinary Share. The Company is pleased to confirm that the Placing and Open Offer has been fully subscribed and successfully raised gross proceeds of $125 million.
The Open Offer closed for acceptances at 11.00 a.m.
on
18 August 2026. The Company received valid acceptances from Qualifying Shareholders in respect of 4,419,786 Open Offer Shares under their Basic Entitlement and valid applications for 1,430,732 Open Offer Shares under the Excess Application Facility (after giving effect to the cancellation described below).
Accordingly, the Company received valid applications for 5,850,518 Open Offer Shares, representing 67.86% of the maximum 8,621,748 Open Offer Shares available under the Open Offer.
Under the Placing, Conditional Placees agreed to subscribe for, in aggregate, 3,220,699 Conditionally Placed Shares at the Issue Price, subject to clawback in respect of valid applications for Open Offer Shares (including for Excess Open Offer Shares) by Qualifying Shareholders pursuant to the Open Offer.
As a result of the level of participation by Qualifying Shareholders:
449,469 Conditionally Placed Shares have been clawed back to satisfy valid applications under the Open Offer; and
2,771,230 Conditionally Placed Shares will be issued to Conditional Placees pursuant to the Placing.
Prior to the Placing and Open Offer, Third Point and its affiliates beneficially owned, in aggregate, 7,300,153 Existing Ordinary Shares representing approximately 42.76% of the total Existing Ordinary Shares. Pursuant to the Third Point Irrevocable Undertaking, Daniel Loeb undertook to, among other things, take up and subscribe in full for 3,686,945 Open Offer Shares to which Third Point and its affiliates are entitled under the Open Offer and apply for 442,095 Excess Open Offer Shares under the Excess Application Facility. Due to demand from existing Shareholders to apply for Open Offer Shares (including Excess Open Offer Shares) in the Open Offer and to subscribe for Conditionally Placed Shares, Daniel Loeb agreed with the Company for the cancellation of his application for 442,095 Excess Open Offer Shares in order to limit clawback from Conditional Placees. Accordingly, immediately following Admission, Third Point and its affiliates will beneficially own 10,987,098 Ordinary Shares, representing 42.76% of the Ordinary Shares in issue.
The details of the participation of the Directors and certain other persons who subscribed for New Ordinary Shares in the Placing and Open Offer will be disclosed in accordance with the UK Market Abuse Regulation subsequently.
In aggregate, 8,621,748 New Ordinary Shares will be admitted to listing in the ESCC Category and an application has been made to the
London Stock Exchange for the 8,621,748 New Ordinary Shares
to be admitted to trading on the Main Market of the
London Stock Exchange ("
Admission
"). It is expected that Admission will become effective and that dealings for normal settlement in the Open Offer Shares will commence at
8.00 a.m. (BST)
on
21 August 2026.
The New Ordinary Shares, when issued and fully paid, will be identical to, and rank
pari passu
with, the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Ordinary Shares by reference to a record date on or after Admission.
The total issued share capital of the Company following Admission will be 25,692,810 Ordinary Shares and 17,128,540 B Shares. No Shares are currently held in treasury. Therefore, the total number of voting rights of the Company will be 42,821,350 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the
FCA's Disclosure Guidance and
Transparency Rules.
The New Ordinary Shares will trade under ISIN KYG8827C1006.
Jefferies is acting as sole global coordinator and bookrunner in connection with the
Placing and Open Offer.
All capitalised terms in this announcement but not defined herein have the meaning given to them in the announcement made by the Company on 31 July 2026, which is available on the Company's website (
).
A copy of this announcement will be submitted to the FCA’s National Storage Mechanism and will be available for inspection at
.
This announcement is being made on behalf of the Company by Walkers Corporate Limited, Company Secretary.
US Investment Company Act
US Securities Act
US Person
Neither the SEC nor any securities regulatory body of any state or other jurisdiction of the United States, nor any securities regulatory body of any other country or political subdivision thereof, has approved or disapproved of this announcement or the securities discussed herein or passed on the accuracy or adequacy of the contents of this announcement. Any representation to the contrary is a criminal offence in the United States.
QIBs
") that are also "qualified purchasers" within the meaning of Section 2(a)(51) of the US Investment Company Act ("
QPs
AIs
No person has been authorised to give any information or make any representations with respect to the Acquisition other than the information contained in this announcement and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Company's directors, or any other person involved in the Placing and Open Offer. Neither the Company nor any such person takes any responsibility or liability for, and can provide no assurance as to the reliability of, any other information that may be given. Subject to the UK Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the UK Listing Rules of the FCA, the delivery of this announcement shall not create any implication that there has been no change in the affairs of the Company or Malibu since the date of this announcement or that the information in this announcement is correct as at any time subsequent to its date.
Jefferies International Limited ("
Jefferies
The contents of this announcement are not to be construed as legal, business or tax advice and neither the Company nor Jefferies undertakes any obligation with respect to the recipient thereof. Each shareholder should consult its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice respectively.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "
UK Product Governance Rules
"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("
COBS
"); and (b) eligible for distribution through all permitted distribution channels (the "
UK target market assessment
"). Notwithstanding the UK target market assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing and Open Offer.
Furthermore, it is noted that, notwithstanding the UK target market assessment, Jefferies will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own UK target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.